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that the former members of the board will continue their
obligatory duties until the new ones are elected.
In this case, it is not possible to mention the lack of an
organ because of the expiration of the terms of office of
the members of the board of directors and auditors.
In line with these explanations and precedents of our
Chamber, the board of directors may summon the general
assembly to meet even if its term of office has expired.
Regarding this issue, it is set forth in sub-article (g) of article 9 of
the Regulation on General Assembly Meetings of Equity Companies and
Commissars of Minister of Industry and Trade in These Meetings that,
“the general assembly in companies which have a lack of organ because
of resignation, expiration of term or for any other reason whatsoever, will
be invited to a meeting by trustees nominated by a court or by the minority
shareholders having the competence to invite. In order to determine
whether the competence to invite the general assembly to meeting is still
valid, the last day of the sixth month of the year following the year in which
the term of company organs expired will be taken into consideration.”
With this regulation, the board members whose terms have expired
may invite the general assembly to a meeting before a certain date, but
there is no provision clarifying whether they could perform other works and
transactions of the company. In light of the Regulation and the recent court
decisions, it should be possible to accept that the duties and competences
of board members whose terms have expired continue provided that they
are limited to existing works and services of the company.
If the general assembly is not held within the determined period and
new board members are not elected, it is necessary to mention the lack
of organ in the company. Consequently, upon a demand by one of the
shareholders or creditors of the company or by the Ministry of Industry
and Trade, the commercial court of first instance will grant an appropriate
period to find remedies. If the situation continues, the company must be
terminated. Following the filing of the lawsuit, the court may also nominate
a trustee for the company upon a request by one of the parties.